Underscores Value of $15.00 Per Share All-Cash
Premium Offer and Duty of Tribune Board to Engage Immediately;
Reiterates Commitment to the Transaction
Urges Tribune Publishing Stockholders to
“WITHHOLD” Votes for ALL
Eight Tribune Director Nominees on the GOLD Proxy Card Today
Gannett Co., Inc. (NYSE:GCI) ("Gannett" or the "Company") today
announced that it has mailed a letter to all Tribune Publishing
Company (“Tribune”) stockholders soliciting “withhold” votes in
connection with the election of all eight nominees to the Tribune
Board of Directors at Tribune’s Annual Meeting to be held on June
2, 2016.
This Smart News Release features multimedia.
View the full release here:
http://www.businesswire.com/news/home/20160520005475/en/
Side A
Gannett encourages Tribune stockholders to send a clear and
coordinated message to their Board that they expect superior and
certain value for their shares and that the Tribune Board should
substantively engage immediately with Gannett regarding Gannett’s
offer to acquire Tribune for $15.00 per share in cash. Gannett’s
offer provides Tribune stockholders with a 99 percent premium to
the $7.52 closing price of Tribune’s common stock on April 22,
2016, the last trading day before Gannett publicly announced its
initial offer for Tribune.
In addition to underscoring the compelling value of Gannett’s
offer, the May 20, 2016 letter points to significant corporate
governance deficiencies that Gannett believes are endemic to
Tribune’s Board and compromise the Tribune Board’s ability to
objectively evaluate Gannett’s offer. By continuing to pursue an
unproven strategy rather than engaging constructively with Gannett,
Gannett believes the Tribune Board is jeopardizing Tribune
stockholders’ investment. The letter also highlights that Tribune’s
chairman, Michael Ferro, offered to support Gannett’s offer only if
he would have a significant role in the company post-closing.
The full text of the letter is as follows:
GANNETT’S ALL-CASH OFFER REPRESENTS A 99%
PREMIUM TO TRIBUNE’S UNAFFECTED STOCK PRICE
SEND A STRONG MESSAGE TO YOUR DIRECTORS TO
ENGAGE IN SERIOUS NEGOTATIONS FOR SUPERIOR AND CERTAIN VALUE
WITHOUT DELAY
“WITHHOLD” YOUR
VOTE FOR ALL EIGHT OF TRIBUNE’S
DIRECTOR NOMINEES ON THE GOLD PROXY
CARD TODAY
May 20, 2016
Dear Tribune Publishing Company Stockholder,
On May 16, 2016, Gannett Co., Inc. (“Gannett”) increased its
offer to acquire all of Tribune Publishing Company (“Tribune”) to
$15.00 per share from $12.25 per share. Gannett’s offer
represents certain and superior cash value for your shares during
an increasingly uncertain time for the industry. The $15.00 per
share offer price represents:
- a 99% premium to the $7.52
closing price of Tribune’s common stock on April 22, 2016, the last
trading day before Gannett publicly announced its initial offer for
Tribune, and
- a 76% premium to the $8.50 per
share price at which Tribune recently sold common stock to an
entity controlled by Michael Ferro, who was then made Tribune’s
chairman.
On May 4, 2016, Tribune’s Board of Directors (the “Tribune
Board”) formally rejected Gannett’s initial offer of $12.25 per
share, without entering into substantive discussions, making a
counteroffer or otherwise engaging with Gannett. While Gannett has
since increased its offer for Tribune, the Tribune Board has yet to
respond to or engage with Gannett regarding the increased offer.
By not engaging constructively with Gannett regarding its offer
and continuing to pursue a substance-free, newly developed and
unproven strategy based on “Tronc,” we believe the Tribune Board is
jeopardizing your investment and disregarding your best
interests.
A 99% CASH PREMIUM VS. “TRONC” — WHICH MAKES
MORE SENSE TO YOU?
Do not let the Tribune Board stand in the way of your
obtaining superior and certain cash value for your shares.
Tribune’s 2016 Annual Meeting of Stockholders, scheduled for
June 2, 2016, is an opportunity for you to influence the value of
your investment. Gannett strongly urges you to “WITHHOLD” votes for ALL of Tribune’s director nominees on the
enclosed GOLD proxy card today.
By voting “WITHHOLD” for all of
Tribune’s director nominees, you are sending a clear message that
Tribune stockholders want the Tribune Board to engage immediately
in a constructive dialogue with Gannett regarding its offer.
JUST WHOSE INTERESTS IS THE TRIBUNE BOARD
SERVING? GANNETT BELIEVES THE TRIBUNE BOARD OPERATES WITH
SIGNIFICANT CORPORATE GOVERNANCE DEFICIENCIES
We believe the Tribune Board is disregarding your interests by
preventing you from realizing superior and certain cash value for
your shares. The Tribune Board:
- Rejected Gannett’s initial offer
outright, without entering into substantive discussions, making a
counteroffer or otherwise engaging with Gannett, even though
Gannett’s initial offer represented a significant premium to
Tribune’s unaffected stock price and far exceeded the $8.50 per
share price at which Tribune recently issued common shares to an
entity controlled by Michael Ferro;
- Implemented a “poison pill” that
provides yet another roadblock to stockholders realizing superior
and certain cash value for their investment; and
- Has allowed its chairman, Mr. Ferro, to
publicly state that Tribune is not for sale at any price, despite
public statements from Tribune stockholders urging Tribune to
engage, as well as wide public recognition of the financial
benefits of the proposed transaction.
Gannett believes that the Tribune Board’s conduct is rooted in
significant corporate governance deficiencies that were exacerbated
when the Tribune Board sold control of Tribune to Mr. Ferro at a
discount. In February 2016, Tribune sold approximately 16 percent
of Tribune’s common stock to an entity controlled by Mr. Ferro for
$8.50 per share. The $8.50 per share price represented a discount
of $0.50 or six percent from Tribune’s closing stock price on
February 3, 2016, the day prior to the announcement of Mr. Ferro’s
investment. Mr. Ferro, Tribune’s newly crowned chairman, then led
the Tribune Board in taking a series of steps that we believe have
conveyed disproportionate control to Mr. Ferro. We’ve outlined the
significant deterioration in Board independence on side A of the
accompanying enclosure.
ARE YOU AWARE THAT AT LEAST FOUR OF
TRIBUNE’S EIGHT DIRECTOR NOMINEES HAVE SIGNIFICANT TIES TO MR.
FERRO?
As depicted on side B of the accompanying enclosure, while Mr.
Ferro owns a minority stake of approximately 16 percent of
Tribune, after the June 2, 2016 Annual Meeting, we believe Mr.
Ferro will control a majority of the Tribune Board. The
significant ties between Mr. Ferro and these director nominees
should trouble all Tribune stockholders (other than Mr. Ferro). Mr.
Ferro has an unproven track-record in the publishing industry, and
his tenure as an ineffective operator with The Chicago Sun-Times is
well-documented and resulted in a poor outcome. If the Tribune
Board cannot act independently of Mr. Ferro, as its recent actions
suggest, it casts legitimate doubt on the prospect of a successful
future for Tribune.
TRIBUNE CHAIRMAN OFFERED SUPPORT OF GANNETT
OFFER ONLY IF HE WOULD HAVE A SIGNIFICANT ROLE IN THE
COMPANY
Mr. Ferro has made clear that his own self-interest, and not the
best interests of all of Tribune’s stockholders, is guiding his
response to Gannett’s offer. During a May 12, 2016 meeting with
Gannett’s chairman and Gannett’s chief executive officer, Mr. Ferro
stated that a business combination between Gannett and Tribune
could make sense as long as Mr. Ferro would have a "significant
role" at the company post-closing and was its "largest
shareholder." Mr. Ferro went on to state that he is unwilling to
engage in a process unless he, personally, would get “a piece of
the action."
PROTECT YOUR INVESTMENT – “WITHHOLD” USING THE GOLD PROXY CARD TODAY
Whether or not you plan to attend the 2016 Annual Meeting, we
strongly encourage you to make your voice heard by using the
enclosed GOLD proxy card today
to “WITHHOLD” your votes with
respect to ALL of the director
nominees to the Tribune Board. Send them a message they can’t
ignore and let them know you expect them to engage with Gannett, in
order to provide you with the opportunity to realize superior and
certain cash value for your shares.
Sincerely,
The Gannett Board of Directors
Your Vote Is Important, No Matter How
Many Or How Few Shares You Own
If you have questions about how to vote your shares, or need
additional assistance, please contact the firm assisting us in the
solicitation of proxies: INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (888) 750-5834 Banks and Brokers Call
Collect: (212) 750-5833
REMEMBER:
If you have already submitted a vote
using the White proxy card, it’s not too late to change your
vote.
Only your latest-dated proxy
counts!
Gannett’s revised $15.00 all-cash offer represents a premium of
99% to the $7.52 closing price of Tribune’s common stock on April
22, 2016, the last trading day before Gannett publicly announced
its initial offer for Tribune. The total value of the revised offer
is approximately $864 million, including the assumption of certain
Tribune liabilities, which include approximately $385 million of
debt outstanding as of March 27, 2016. The $15.00 per share offer
price also represents a 76% premium to the $8.50 share price at
which Tribune recently issued common shares to an entity controlled
Michael Ferro. The $8.50 share price represented a discount of
$0.50 or six percent from the closing price of Tribune’s common
stock on February 3, 2016, the day prior to the announcement of
Michael Ferro’s investment.
Methuselah Advisors is acting as the exclusive financial advisor
and Skadden, Arps, Slate, Meagher & Flom LLP is serving as
legal counsel.
FORWARD LOOKING STATEMENTS
Certain statements in this communication may be forward looking
in nature or constitute “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed acquisition of Tribune by Gannett
and the benefits of the proposed acquisition. Forward-looking
statements include all statements that are not historical facts and
can typically be identified by words such as “believe,” “expect,”
“estimate,” “predict,” “target,” “potential,” “likely,” “continue,”
“ongoing,” “could,” “should,” “intend,” “may,” “might,” “plan,”
“seek,” “anticipate,” “project” and similar expressions, as well as
variations or negatives of these words. Any such statements speak
only as of the date the statements were made and are not guarantees
of future performance. The matters discussed in these
forward-looking statements are subject to a number of risks,
trends, uncertainties and other factors that could cause actual
results and developments to differ materially from those projected,
anticipated or implied in the forward-looking statements. These
factors include, among other things, the ability of Gannett and
Tribune to agree to the terms of the proposed transaction and, in
the event a definitive transaction agreement is executed, the
ability of the parties to obtain any necessary stockholder and
regulatory approvals, to satisfy any other conditions to the
closing of the transaction and to consummate the proposed
transaction on a timely basis, as well as changes in business
strategies, economic conditions affecting the newspaper publishing
business and Gannett’s ability to successfully integrate Tribune’s
operations and employees with Gannett’s existing business.
Additional information regarding risks, trends, uncertainties and
other factors that may cause actual results to differ materially
from these forward-looking statements is available in Gannett’s
filings with the U.S. Securities and Exchange Commission, including
Gannett’s annual report on Form 10-K. Any forward-looking
statements should be evaluated in light of these important risk
factors. Gannett is not responsible for updating or revising any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. This communication
relates to a proposal that Gannett has made for a business
combination transaction with Tribune. In furtherance of this
proposal and subject to future developments, Gannett (and, if a
negotiated transaction is agreed, Tribune) may file one or more
proxy statements or other documents with the SEC. This
communication is not a substitute for any proxy statement or other
document Gannett and/or Tribune may file with the SEC in connection
with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF TRIBUNE ARE URGED TO READ
THE PROXY STATEMENTS OR OTHER DOCUMENTS FILED WITH THE SEC WITH
RESPECT TO THE PROPOSED TRANSACTION CAREFULLY IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive
proxy statement with respect to the proposed transaction (if and
when available) will be mailed to stockholders of Tribune.
Investors and security holders will be able to obtain free copies
of these documents (if and when available) and other documents
filed with the SEC through the web site maintained by the SEC at
http://www.sec.gov.
This communication does not constitute a solicitation of a proxy
from any stockholder with respect to the proposed transaction.
However, Gannett and/or Tribune and their respective directors,
executive officers and other employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. You can find information about Gannett’s
directors and executive officers in Gannett’s definitive proxy
statement for its 2016 annual meeting of stockholders, which was
filed with the SEC on March 23, 2016, and Gannett’s annual report
on Form 10-K for the fiscal year ended December 27, 2015, which was
filed with the SEC on February 25, 2016. You can find information
about Tribune’s directors and executive officers in Tribune’s
definitive proxy statement for its 2016 annual meeting of
stockholders, which was filed with the SEC on April 19, 2016.
Additional information regarding the interests of such potential
participants will be included in one or more proxy statements or
other relevant documents filed with the SEC if and when they become
available. You may obtain free copies of these documents using the
sources indicated above.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160520005475/en/
FOR MEDIA INQUIRIES:Amber Allman, 703-854-5358Vice
President, Corporate Communicationsaallman@gannett.comorJoele
Frank, Wilkinson Brimmer KatcherJoele Frank / Michael Freitag / Ed
Trissel, 212-355-4449FOR INVESTOR INQUIRIES:Michael
Dickerson, 703-854-6185Vice President, Investor
Relationsmdickerson@gannett.comorInnisfree M&A IncorporatedArt
Crozier / Jennifer Shotwell / Larry Miller, 212-750-5833
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